8-KLeadership ChangesExhibits & Filings

Fidelity National Information Services, Inc. 8-K Report, Executive Changes (Jan 2, 2008)

Filed January 2, 2008For Securities:FIS

Summary

This 8-K filing from Fidelity National Information Services (FIS) on January 2, 2008, primarily concerns amendments to the Certegy Inc. Supplemental Executive Retirement Plan (SERP). The Compensation Committee approved changes that effectively freeze new participants and accrued benefits as of December 31, 2007, and disallow future benefit accruals under the plan. This action is designed to comply with Section 409A of the Internal Revenue Code regarding nonqualified deferred compensation. The amendment also allows current participants, including FIS President and CEO Lee A. Kennedy, to make new, irrevocable elections regarding the timing and form of their SERP benefit payments. These elections, made by December 31, 2007, could include lump sum payments before termination or specific annuity options, impacting how and when benefits are disbursed. Mr. Kennedy has made such an election for a lump sum payment on January 31, 2008, or upon termination if it occurs before that date.

Key Highlights

  • 1FIS amended the Certegy Inc. Supplemental Executive Retirement Plan (SERP) effective December 31, 2007.
  • 2No new participants will be admitted to the SERP after December 31, 2007.
  • 3All current participants' accrued SERP benefits are frozen as of December 31, 2007.
  • 4Participants will not accrue any additional benefits under the SERP after December 31, 2007.
  • 5The amendment allows participants to change the timing and form of SERP benefit payments, subject to Section 409A of the Internal Revenue Code.
  • 6FIS President and CEO, Lee A. Kennedy, is the only current named executive officer participating in the SERP.
  • 7Mr. Kennedy elected to receive his SERP benefit as a lump sum on January 31, 2008, or upon termination if prior to that date.

Frequently Asked Questions

The primary purpose of the amendment is to freeze the SERP by preventing new participants and future benefit accruals, and to allow current participants to make new elections regarding the payment of their benefits. These changes are being made to comply with Section 409A of the Internal Revenue Code, which governs nonqualified deferred compensation plans.

The amendment affects current participants of the Certegy Inc. SERP, and specifically the company's President and CEO, Lee A. Kennedy, who is the only named executive officer participating in the plan. No new participants will be allowed into the plan after December 31, 2007.

Participants can now make an irrevocable election to change the time and form of their SERP benefit payments. This includes the option to receive benefits as a lump sum on a specified date before termination, or to elect a different payment form (e.g., single life annuity, joint and survivor annuity, ten-year certain and life annuity, or lump sum) that will apply upon termination if no pre-termination date was elected. A six-month payment delay may also apply upon termination for certain employees, subject to Section 409A.

Yes, Mr. Kennedy has entered into a new payment election agreement. He elected to receive his accrued SERP benefit in a lump sum on January 31, 2008. Alternatively, he can receive it as a lump sum upon termination of employment if that occurs before January 31, 2008, subject to a potential six-month delay if he is considered a 'specified employee' at the time of termination.